SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. ____)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Techne Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
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statement number, or the Form or Schedule and the date of its filing:
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4) Date Filed:
TECHNE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held
October 24, 2002
The annual meeting of shareholders of Techne Corporation (the "Company")
will be held at the offices of the Company, 614 McKinley Place N.E.,
Minneapolis, Minnesota, on Thursday, October 24, 2002, at 3:30 p.m. (Central
Daylight Time), for the following purposes:
1. To set the number of members of the Board of Directors at seven (7).
2. To elect directors of the Company for the ensuing year.
3. To take action upon any other business that may properly come before
the meeting or any adjournment thereof.
Only shareholders of record shown on the books of the Company at the close
of business on September 13, 2002 will be entitled to vote at the meeting or any
adjournment thereof. Each shareholder is entitled to one vote per share on all
matters to be voted on at the meeting.
You are cordially invited to attend the meeting. Whether or not you plan
to attend the meeting, please sign, date and return your Proxy in the return
envelope provided as soon as possible. Your cooperation in promptly signing and
returning the Proxy will help avoid further solicitation expense to the Company.
This Notice, the Proxy Statement and the enclosed Proxy are sent to you by
order of the Board of Directors.
THOMAS E. OLAND,
President
Dated: September 24, 2002
Minneapolis, Minnesota
TECHNE CORPORATION
___________
PROXY STATEMENT
for
Annual Meeting of Shareholders
to be held October 24, 2002
__________
INTRODUCTION
Your Proxy is solicited by the Board of Directors of Techne Corporation
(the "Company) for use at the Annual Meeting of Shareholders to be held on
October 24, 2002 and at any adjournment thereof, for the purposes set forth in
the attached Notice of Annual Meeting.
The cost of soliciting Proxies, including preparing, assembling and mailing
the Proxies and soliciting material, will be borne by the Company. Directors,
officers and regular employees of the Company may, without compensation other
than their regular compensation, solicit Proxies personally or by telephone.
Proxies not revoked will be voted in accordance with the choice specified
by shareholders by means of the ballot provided on the Proxy for that purpose.
Proxies which are signed but which lack any such specification will, subject to
the following, be voted in favor of the proposals set forth in the Notice of
Meeting and in favor of the number and slate of directors proposed by the Board
of Directors and listed herein. If a shareholder abstains from voting as to any
matter, then the shares held by such shareholder shall be deemed present at the
meeting for purposes of determining a quorum and for purposes of calculating the
vote with respect to such matter, but shall not be deemed to have been voted in
favor of such matter. Abstentions, therefore, as to any proposal will have the
same effect as votes against such proposal. If a broker returns a "non-vote"
proxy, indicating a lack of voting instruction by the beneficial holder of the
shares and a lack of discretionary authority on the part of the broker to vote
on a particular matter, then the shares covered by such non-vote shall be deemed
present at the meeting for purposes of determining a quorum but shall not be
deemed to be represented at the meeting for purposes of calculating the vote
required for approval of such matter.
The mailing address of the Company's principal executive office is 614
McKinley Place N.E., Minneapolis, MN 55413. The Company expects that this
Proxy Statement and the related Proxy and Notice of Annual Meeting will first be
mailed to shareholders on or about September 24, 2002.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed September 13, 2002 as the
record date for determining shareholders entitled to vote at the Annual Meeting.
Persons who were not shareholders on such date will not be allowed to vote at
the Annual Meeting. At the close of business on September 13, 2002, 41,326,936
shares of the Company's Common Stock were issued and outstanding. Such Common
Stock is the only outstanding class of stock of the Company. Each share of
Common Stock is entitled to one vote on each matter to be voted upon at the
meeting. Holders of the Common Stock are not entitled to cumulative voting
rights in the election of directors.
PRINCIPAL SHAREHOLDERS
The following table provides information concerning the only persons known
to the Company to be the beneficial owners of more than five percent (5%) of the
Company's outstanding Common Stock as of September 13, 2002:
Amount and
Name and Address Nature of Shares Percent
of Beneficial Owner Beneficially Owned(1) of Class(2)
------------------------------------- -------------------- -----------
Kopp Investment Advisors, Inc. 3,132,602 (3) 7.6%
Kopp Holding Company and LeRoy C. Kopp
7701 France Avenue So.
Edina, MN 55435
FMR Corp. 3,026,310 (4) 7.3%
825 Duportial Road
Wayne, PA 19087
Thomas E. Oland 1,741,907 (5)(6) 4.2%
614 McKinley Place N.E.
Minneapolis, MN 55413
-------------
(1) Unless otherwise indicated, the person listed as the beneficial owner of the
shares has sole voting and sole investment power over the shares.
(2) Shares not outstanding but deemed beneficially owned by virtue of the
right of a person to acquire them as of September 13, 2002, or within sixty
days of such date are treated as outstanding only when determining the
percent owned by such individual and when determining the percent owned by
the group.
(3) Sole voting power: 1,108,400 shares; sole investment power: 790,000; shared
investment power: 2,342,602.
(4) Sole voting power: 228,500 shares; sole investment power: 3,026,310.
(5) Does not include 843,700 shares held by the Company's Stock Bonus Plan for
accounts of employees other than Mr. Oland, which are included in the group
total in the Management Shareholding table. The Company's Board of
Directors, acting by a majority vote, currently directs the Trustee as to
the voting of such shares. Including such 843,700 shares, Mr. Oland, a
Director of the Company, beneficially owns 2,585,607 shares or 6.3% of total
shares outstanding plus shares subject to options exercisable by him.
(6) Includes 976,920 shares owned directly, 90,507 held by the Company's Stock
Bonus Plan for Mr. Oland's account, 68,556 shares held by Thomas Oland and
Associates, 205,924 shares held by the Thomas Oland and Associates Profit
Sharing Plan and Trust and 400,000 shares subject to stock options which are
exercisable.
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of September 13, 2002, by each executive officer of
the Company named in the Summary Compensation Table, by each director and by all
directors and executive officers (including the named individuals) as a group.
Shares beneficially owned by Mr. Oland constitute 4.2% of total shares
outstanding plus shares subject to options exercisable by him. Each other
individual beneficially owns less than one percent of total shares outstanding
plus shares subject to options exercisable by him or her. As a group, officers
and directors beneficially own 9.3% of total shares outstanding plus shares
subject to options exercisable by them.
Name of Director Number of Shares
or Executive Officer Group Beneficially Owned(1)
--------------------------------- ---------------------
Thomas E. Oland 1,741,907 (2)(3)
Roger C. Lucas, Ph.D. 76,456 (4)(5)(6)
Howard V. O'Connell 243,580 (4)(6)(7)
G. Arthur Herbert 288,800 (4)(6)(8)
Lowell E. Sears 155,400 (4)(6)(9)
James A. Weatherbee Ph.D. 155,275 (10)
Monica Tsang, Ph.D. 165,355 (11)
Christopher S. Henney, D.Sc, Ph.D. 25,000 (4)(6)(12)
Randolph C. Steer, M.D., Ph.D. 75,000 (4)(6)(13)
Marcel Veronneau 55,700 (14)
Timothy M. Heaney 94,167 (15)
Officers and directors as a
group (11 persons) 3,838,490 (16)
(1) Unless otherwise indicated, the person listed as the beneficial owner has
sole voting and sole investment power over outstanding shares. Shares
beneficially owned includes shares subject to options that are currently
outstanding and exercisable and options that are currently outstanding and
will become exercisable within 60 days of September 13, 2002.
(2) See Note (5) to the preceding table.
(3) See Note (6) to preceding table.
(4) Does not include 934,207 shares held by the Company's Stock Bonus Plan,
which are included in the total of officers and directors as a group. The
Company's Board of Directors, acting by majority vote, currently directs
the Trustee as to the voting of such shares.
(5) Includes 20,000 shares owned by Dr. Lucas' wife and 35,000 shares subject
to stock options. Dr. Lucas disclaims beneficial ownership of the shares
owned by his wife.
(6) Does not include an option to purchase 5,000 shares which will be granted
on and will become exercisable as of the date of the Annual Meeting
pursuant to the 1998 Nonqualified Stock Option Plan.
(7) Includes 149,680 shares owned by trusts of which Mr. O'Connell is a trustee
and beneficiary and 75,000 shares subject to options.
(8) Includes 153,800 shares held by trusts and partnership of which Mr. Herbert
is a trustee or partner and 135,000 shares subject to options.
(9) Includes 400 shares held by a trust of which Mr. Sears is a trustee and
155,000 shares subject to options.
(10) Includes 65,912 shares subject to stock options. Does not include shares
beneficially owned by Dr. Tsang, Dr. Weatherbee's wife.
(11) Includes 75,920 shares subject to stock options. Does not include shares
beneficially owned by Dr. Weatherbee, Dr. Tsang's husband.
(12) Includes 25,000 shares subject to options.
(13) Includes 75,000 shares subject to options.
(14) Includes 23,791 shares subject to options.
(15) Includes 420 shares owned by Mr. Heaney's wife, 1,400 shares owned by a
family trust of which Mr. Heaney is a co-trustee, and 89,347 shares subject
to options. Mr. Heaney disclaims beneficial ownership of shares owned by
his wife and the trust. Does not include 933,616 shares held by the
Company's Stock Bonus Plan for accounts of employees other than Mr. Heaney.
(16) Includes 934,207 shares held by the Company's Stock Bonus Plan as to which
the Company's Board of Directors directs the voting and 1,154,970 shares
which may be purchased pursuant to options.
ELECTION OF DIRECTORS
(Proposals #1 and #2)
General Information
The Bylaws of the Company provide that the number of directors shall be
determined by the shareholders at each annual meeting. The Board of Directors
recommends that the number of directors to be set at seven. Under applicable
Minnesota law, approval of the proposal to set the number of directors at seven,
as well as the election of each nominee, requires the affirmative vote of the
holders of the greater of (1) a majority of the voting power of the shares
represented in person or by proxy at the Annual Meeting with authority to vote
on such matter or (2) a majority of the voting power of the minimum number of
shares that would constitute a quorum for the transaction of business at the
Annual Meeting.
In the election of directors, each Proxy will be voted for each of the
nominees listed below unless the Proxy withholds a vote for one or more of the
nominees. Each person elected as a director shall serve for a term of one year
or until his successor is duly elected and qualified. All of the nominees are
members of the present Board of Directors. If any of the nominees should be
unable to serve as a director by reason of death, incapacity or other unexpected
occurrence, the Proxies solicited by the Board of Directors shall be voted by
the proxy representatives for such substitute nominee as is selected by the
Board, or, in the absence of such selection, for such fewer number of directors
as results from such death, incapacity or other unexpected occurrence.
The following table provides certain information with respect to the
nominees for director.
Current
Position(s) with Principle Occupation(s) Director
Name Age Company During Past Five Years Since
----------------- --- ---------------------- ----------------------- --------
Thomas E. Oland 61 Chairman of the Board, Chairman of the Board, 1985
President, Treasurer President and Treasurer
and Director of the Company since
December 1985 and
President of Research
and Diagnostic Systems,
Inc. since July 1982.
Roger C. Lucas, 59 Vice Chairman Vice Chairman and 1985
and Director Senior Scientific
Advisor to the
Company's Board since
July 1995. Chairman of
Visual Circuits,
a digital video company
since August 1997, and
director of
ChemoCentryx, Inc., a
partially owned
subsidiary of the
Company. Chief
Scientific Officer,
Executive Vice
President and Secretary
of the Company from
December 1985 to March
1995.
Howard V. O'Connell 72 Director Private investor since 1985
1990 . Chairman,
President and Treasurer
of John G. Kinnard and
Company, Incorporated,
a securities broker-
dealer, from 1969 to
1990.
G. Arthur Herbert 76 Director Principal of CEO 1989
Advisors, a management
and financial
consulting firm, since
January 1989; from
January 1969 to
December 1988,
President and Vice
President Manager of
Electro-Science
Management Corp., a
manager of venture
capital partnerships.
Randolph C. 52 Director Consultant to the 1990
Steer, M.D., pharmaceutical and
Ph.D. biotechnology industries
since 1989; Chairman
(July 1999-August 2000)
of Vicus.com, Inc.
Director of BioCryst
Pharmaceuticals, Inc.
Lowell E. Sears 51 Director Private investor since 1994
April 1994. For more
than five years prior
thereto, Chief Financial
Officer of Amgen Inc.,
a pharmaceutical
company. Director of
Neose Technologies, Inc.
Christopher S. 61 Director Chief Executive Officer 1996
Henney, D.Sc., of Dendreon Corp., a
Ph.D. biotechnology company,
since April 1995.
Executive Vice
President of ICOS
Corporation, a
biotechnology company,
from April 1990 to
April 1995. Director
of Dendreon Corp.,
Sonus Pharmaceuticals,
Inc. and Bionomics Inc.
Committee and Board Meetings
The Company's Board of Directors has two standing Committees, the Audit
Committee and the Compensation Committee. The Audit Committee (whose members
are Messrs. Herbert, O'Connell, Sears and Dr. Steer) is responsible for
reviewing the Company's internal audit procedures, the quarterly and annual
financial statements of the Company and, with the Company's independent
accountants, the results of the annual audit. The Audit Committee also
establishes and oversees the implementation of the Company's cash investment
policy. The Audit Committee met five times during fiscal 2002. The
Compensation Committee (whose members are Drs. Henney and Steer and Messrs.
Herbert and O'Connell) recommends compensation for officers of the Company. The
Compensation Committee met twice during fiscal 2002. In addition to formal
meetings, the Audit and Compensation Committees had numerous telephone
conferences regarding Committee business and individual members of the Committee
had meetings with management, auditors and auditor candidates. The Board does
not have a separate Nominating Committee, but functions as a whole in
considering nominations.
During fiscal 2002, the Board held six meetings. Each director attended
75% or more of the total number of meetings of the Board and of Committees of
which he was a member.
Directors' Fees
Directors who are not employees of the Company are compensated at the rate
of $25,000 per year for service on the Board and Committees of the Board. In
addition, under the Company's 1998 Nonqualified Stock Option Plan, outside
directors automatically receive an option to purchase shares of the Company's
Common Stock on election and upon each re-election. In connection with the 2002
Annual Meeting of Shareholders, the number of shares subject to the option
granted to outside directors re-elected to the Board will be 5,000 per director.
Audit Committee Report
The Audit Committee is composed of four independent directors and operates
under a written charter adopted by the Board of Directors. The Audit Committee
assists the Board of Directors with fulfilling its oversight responsibility
regarding the quality and integrity of the accounting, auditing and financial
reporting practices of the Company. In discharging its oversight
responsibilities regarding the audit process, the Audit Committee:
(1) reviewed and discussed the audited financial statements with
management;
(2) discussed with the independent auditors the material required to be
discussed by Statement on Auditing Standards No. 61; and
(3) reviewed the written disclosures and the letter from the independent
auditors required by the Independence Standards Board's Standard No.1,
and discussed with the independent auditors any relationships that may
impact their objectivity and independence.
Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2002 as filed with the Securities and Exchange
Commission.
G. Arthur Herbert
Howard V. O'Connell
Lowell E. Sears
Randolph C. Steer, M.D., Ph.D.
Members of the Audit Committee
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
Compensation Committee Interlocks and Insider Participation. The
Compensation Committee of the Board of Directors of the Company is composed of
directors Christopher S. Henney, D.Sc., Ph.D., G. Arthur Herbert, Howard V.
O'Connell and Randolph C. Steer, M.D., Ph.D. None of the members of the
Committee is or ever has been an employee or officer of the Company and none is
affiliated with any entity other than the Company with which an executive
officer of the Company is affiliated.
Overview and Philosophy. The Company's executive compensation program is
comprised of base salaries, annual performance bonuses comprised of a cash and
option component, long-term incentive compensation in the form of stock options,
and various benefits, including the Company's profit sharing and savings plan
and stock bonus plan in which all qualified employees of the Company
participate. In addition, the Compensation Committee from time to time may
award special cash bonuses or stock options related to non-recurring,
extraordinary performance.
The Compensation Committee has followed a policy of paying annual base
salaries which are on the moderate side of being competitive in its industry and
of awarding bonuses based on achievement of specific revenue, profit and non-
monetary goals. If the goals are achieved, the officer receives an option to
purchase a number of shares with a fair market value on date of grant equal to
20% of the officer's base salary and receives, at the election of the officer,
either a cash bonus equal to 20% of the officer's base salary or an additional
option to purchase a number of shares with a fair market value on date of grant
equal to 170% of the cash bonus alternative. Bonuses are awarded on a prorated
basis if between 85% and 100% of the specific revenue and profit goals are
achieved. The goals are established annually as recommended by the Chief
Executive Officer of the Company and approved by the Compensation Committee.
The Company has formal employment agreements with its full-time executive
officers, other than its President, effective through June 30, 2004, except Mr.
Heaney's, whose agreement expires September 30, 2002 and who is retiring in
October, 2002. See "Employment Contracts and Change in Control Arrangements"
below. The agreements provide for base salaries subject to annual review,
bonuses as described above, benefits as provided to all employees and severance
compensation dependent upon years of employment with or service to the Company
in the event that the officer's employment is terminated without cause or in
connection with a sale or merger of the Company.
Compensation in 2002. During fiscal 2002, the Company maintained its
principal compensation policies and made adjustments in base salaries to reflect
competitive industry and individual performance factors. The Committee, at the
beginning of fiscal 2002, established performance criteria for officers based
70% on growth in consolidated revenues and earnings and, working through the
Company's Chief Executive Officer, 30% on individual goals which, if met, would
permit each officer to earn a cash bonus and additional stock options. The
Company achieved record revenues and, excluding a one-time litigation
settlement, earnings. On the basis of performance against the criteria
established, the Committee at the close of fiscal 2002 awarded to Dr. Tsang, and
Messrs. Veronneau and Heaney the bonuses indicated in the table below under
"Summary Compensation Table" and, subsequent to fiscal year end, the options
indicated in footnote (2) to the table below under "Options/SAR Grants During
2002 Fiscal Year". In further recognition of the officers' achievements, the
Committee established base salaries for fiscal 2003 as disclosed below under
"Employment Contracts and Change in Control Arrangements."
General. The Company provided medical and insurance benefits to its
executive officers, which are the same as those generally available to all
Company employees. The Company has a profit sharing and savings plan in which
all qualified employees, including executive officers, participate subject to
statutory limitations on contributions for highly compensated individuals. In
fiscal 2002, 2001 and 2000, the Company has contributed to the plan an amount
equal to approximately 10%, 9% and 10% of gross wages, respectively. One half
of the contributions to the plan is in the form of Common Stock of the Company.
The amount of perquisites allowed to executive officers, as determined in
accordance with rules of the Securities and Exchange Commission, did not exceed
10% of salary in fiscal 2002.
Chief Executive Officer Compensation. Thomas E. Oland served as the
Company's Chief Executive Officer in fiscal 2002. His compensation was
determined in accordance with the policies described above as applicable to all
executive officers. His base salary was increased from $220,000 in fiscal 2001
to $225,000 in fiscal 2002 in light of the Company's increase in revenues and
earnings. For fiscal 2002 performance he earned but waived a cash bonus. In
February of 1996 the Compensation Committee, in connection with the Board's
long-term strategic planning for the Company, adopted a substantial long-term
incentive for Mr. Oland in the form of options to purchase an aggregate of
400,000 shares of the Common Stock of the Company at $4.53 per share, the fair
market value on the date of grant. The options are contingent on continued
employment by the Company and have fully vested. The options will expire in
February of 2006.
Summary. Aggregate executive compensation increased moderately in fiscal
2002 and the Company awarded modest stock options to officers because the
Company achieved record revenues and individual officers achieved performance
goals. The Compensation Committee intends to continue its policy of paying
relatively moderate base salaries, basing bonuses on specific revenue, profit
and performance goals and granting options to provide long-term incentive.
Christopher S. Henney, D.Sc., Ph.D.
G. Arthur Herbert
Howard V. O'Connell
Randolph C. Steer, M.D., Ph.D.
Members of the Compensation Committee
Employment Contracts and Change in Control Arrangements
The Company has formal employment agreements with each of its full-time
executive officers with the exception of its President and Chief Executive
Officer, with whom the Company has an oral understanding. The agreements, which
in the cases of Dr. Tsang and Mr. Veronneau expire June 30, 2004 and in the case
of Mr. Heaney expires September 30, 2002, provide for base salaries subject to
annual review, bonuses as described in the Compensation Committee Report
contained in this Proxy Statement, benefits as provided to all employees and
severance compensation based upon years of employment by or service to the
Company in the event that the officer's employment is terminated without cause
or in connection with a sale or merger of the Company. Base salaries for fiscal
2003 for the executive officers named in the Summary Compensation Table are as
follows: T. Oland - $225,000; M. Tsang - $221,000; M. Veronneau - $136,000 and
T. Heaney - $201,000. Each of such officers is also subject to a
confidentiality and non-competition agreement, which prohibits competition with
the Company for a period of two years following termination of employment with
the Company.
Summary Compensation Table
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's
President (who serves as Chief Executive Officer) and to the Company's other
executive officers whose salary and bonus for fiscal 2002 exceeded $100,000.
Not included in the table is Dr. James Weatherbee, Vice President and Chief
Scientific Officer, who was on medical leave and did not receive any
compensation from the Company in fiscal 2002.
Long Term Compensation
-----------------------------------------
Annual Compensation Awards Payouts
--------------------------- --------------------- -----------------
Securities
Restricted Underlying LTIP All Other
Name and Fiscal Stock Options Payouts Compen-
Principal Position Year Salary($) Bonus($) Other(1) Awards($) /SARs (#) ($) sation($)(2)
--------------------- ------ --------- -------- -------- ---------- ---------- ------- ------------
Thomas E. Oland, 2002 225,000 0 None None 0 None 19,873
Chairman of the Board 2001 220,000 0 None None 0 None 18,459
and President 2000 210,000 0 None None 0 None 20,141
Monica Tsang, Ph.D., 2002 210,000 39,480 None None 1,226 None 19,873
Vice President - 2001 200,000 39,820 None None 554 None 18,459
Research 2000 180,000 36,000 None None 2,600 None 20,141
Marcel Veronneau, 2002 130,000 22,100 None None 748 None 18,019
Vice President - 2001 122,000 24,290 None None 338 None 15,612
Hematology Operations 2000 110,000 22,000 None None 1,498 None 15,732
Timothy M. Heaney, 2002 195,000 35,980 None None 1,134 None 19,873
Vice President - 2001 185,000 36,830 None None 538 None 10,045
Secretary and General 2000 117,123 35,000 None None 100,000 None None
Counsel
----------------
(1) "None" indicates zero or an amount equal to less than 10% of the total
amount of annual salary and bonus reported for the named executive officer.
(2) For each individual the amount reflects Company contributions to Profit
Sharing and Savings Plan (as to one-half) and Stock Bonus Plan (as to
one-half), the latter in the form of shares of the Company's Common Stock.
Options/SAR Grants During 2002 Fiscal Year
The following table provides information related to options granted to the
name executive officers during fiscal 2002. The Company has not granted any
stock appreciation rights.
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
---------------------------------------------------- ----------------------
Number of
Securities Percent of Total
Underlying Options/SARs
Options/SARs Granted to Exercise or
Granted Employees Base Price Expiration
Name (#) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
------------------- ------------ ---------------- ----------- ---------- ----------- --------
Thomas E. Oland 0 -- -- -- -- --
Monica Tsang, Ph.D. 1,226(1)(2) 39% $32.50 6/30/08 $16,221 $37,802
Marcel Veronneau 748(1)(2) 24% $32.50 6/30/08 $ 9,897 $23,063
Timothy M. Heaney 1,134(2)(3) 37% $32.50 6/30/08 $15,004 $34,965
(1) Such option is an incentive stock option and became exercisable July 1,
2001.
(2) Subsequent to fiscal 2002 year end, options for the indicated number of
shares at an exercise price of $28.22 per share expiring June 30, 2009 were
granted: M. Tsang - 1,400; M. Veronneau - 785; T. Heaney - 1,275.
(3) Such option is a nonqualified stock option and became exercisable July 1,
2001.
Option/SAR Exercises During 2002 Fiscal
Year and Fiscal Year End Options/SAR Values
The following table provides information related to the only option
exercised by a name executive officer during the 2002 fiscal year and the number
and value of options held by each named executive officer at fiscal year end.
Number
of Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
Shares Value at FY-End (#) FY-End ($)(2)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($)(1) Unexercisable Unexercisable
------------------- ------------ ---------- ------------- ---------------
Thomas E. Oland 0 0 400,000/0 $9,475,480/0
Monica Tsang, Ph.D. 40,000 $1,068,300 74,520/0 $1,735,876/0
Marcel Veronneau 0 0 23,006/0 $ 500,798/0
Timothy M. Heaney 0 0 79,738/8,334 $963,725/$102,883
(1) Based on the difference between the closing price of the Company's Common
Stock as reported by Nasdaq on the date of exercise and the option exercise
price.
(2) Based on the difference between the $28.22 per share closing price of the
Company's Common Stock as reported by Nasdaq on June 30, 2002 and the option
exercise price.
Stock Performance Chart
The following chart compares the cumulative total shareholder return on the
Company's Common Stock with the S&P Midcap 400 Index and the S&P Midcap
Biotechnology Index. The comparison assumes $100 was invested on June 30, 1997
in the Company's Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends.
TOTAL SHAREHOLDER RETURN
INDEXED RETURNS
Company/Index June 1998 June 1999 June 2000 June 2001 June 2002
-------------------- --------- --------- --------- --------- ---------
Techne Corp 126.03 167.77 859.50 429.75 373.16
S&P Midcap 400 Index 127.15 148.99 174.28 189.75 168.25
Biotechnolgy-Mid 104.09 197.34 439.74 405.49 201.62
INDEPENDENT AUDITORS
Deloitte & Touche LLP acted as the Company's independent auditors for the
2002 fiscal year. The selection of an auditor for the current fiscal year has
not yet been made. A representative of Deloitte & Touche LLP is expected to be
present at the shareholders' meeting, will have the opportunity to make any
desired comments, and will be available to respond to appropriate questions.
Audit Fees
The estimated aggregate fees billed and to be billed by Deloitte & Touche
LLP for professional services rendered in connection with the audit of the
Company's annual financial statements for fiscal 2002 and review of the
Company's Forms 10-Q for fiscal 2002 are $71,507.
Financial Information Systems Design and Implementation Fees
Deloitte & Touche LLP did not provide to the Company any services related
to financial information systems design and implementation during fiscal 2002.
All Other Fees
The aggregate fees billed and to be billed by Deloitte & Touche LLP for all
other nonaudit services rendered to the Company during fiscal 2002,
including fees for tax related services, employee benefit plan audits and
business consulting services unrelated to financial information systems design
and implementation are $107,106. The Company's Audit Committee has determined
that provision of such non-audit services is compatible with maintaining
Deloitte & Touche LLP's independence and has determined there is no conflict of
interest.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10 percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors, and greater
than 10 percent shareholders ("Insiders") are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based on a review of the copies of such reports
furnished to the Company, during the fiscal year ended June 30, 2002, all
Section 16(a) filing requirements applicable to Insiders were met.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2003 Annual Meeting must be received by the
Company at its offices by May 26, 2003 to be eligible for inclusion in the
Company's Proxy Statement and related Proxy for the 2003 Annual Meeting.
Also, if a shareholder proposal intended to be presented at the 2003 Annual
Meeting but not included in the Company's Proxy Statement and Proxy is received
by the Company after August 9, 2003, then management named in the Company's
Proxy for the 2003 Annual Meeting will have discretionary authority to vote the
shares represented by such proxies on the shareholder proposal, if presented at
the meeting, without including information about the proposal in the Company's
proxy materials.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
meeting. If any other matter does properly come before the meeting, the
appointees named in the Proxies will vote the Proxies in accordance with their
best judgment.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended June 30, 2002, including financial statements, accompanies this Notice of
Annual Meeting and Proxy Statement. No portion of the Annual Report is
incorporated herein or is to be considered proxy-soliciting material.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2002, TO ANY SHAREHOLDER OF THE COMPANY
UPON WRITTEN REQUEST. REQUESTS SHOULD BE SENT TO PRESIDENT, TECHNE CORPORATION,
614 MCKINLEY PLACE N.E., MINNEAPOLIS, MINNESOTA 55413.
Dated: September 24, 2002
Minneapolis, Minnesota
TECHNE CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints THOMAS E. OLAND and KATHLEEN BACKES, or either
Of them acting alone, with full power of substitution, as proxies to represent
and vote, as designated below, all shares of Common Stock of Techne Corporation
registered in the name of the undersigned, at the Annual Meeting of the
Shareholders to be held on Thursday, October 24, 2002 at 3:30 p.m. Central
Daylight Time, at the offices of the Company, 614 McKinley Place N.E.,
Minneapolis, Minnesota, and at all adjournments of such meeting. The
undersigned hereby revokes all proxies previously granted with respect to such
meeting.
The Board of Directors recommends that you vote "FOR" the following proposals:
(1) To set the number of Directors at seven:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) To elect Directors: Nominees: Thomas E. Oland, Roger C. Lucas, Ph.D.,
Howard V. O'Connell, G. Arthur Herbert, Randolph C. Steer, M.D., Ph.D.,
Lowell E. Sears, and Christopher S. Henney, D.Sc., Ph.D.
[ ] FOR all Nominees listed above [ ] WITHOUT AUTHORITY
(except those whose names have to vote for all nominees
been written on the line below listed above
(To withhold authority to vote for any nominee, write that nominee's name on
the line below.)
________________________________________________________________________
(3) Other matters: In their discretion, the appointed proxies are authorized to
vote upon such other business as may properly come before the Meeting or any
adjournment.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN FOR A PARTICULAR PROPOSAL, WILL BE VOTED FOR SUCH PROPOSAL.
Date_________________________, 2002.
_________________________________________
_________________________________________
PLEASE DATE AND SIGN ABOVE exactly as
name appears at the left, indicating,
where appropriate official position or
representative capacity.
If stock is held in joint tenancy,
each joint owner
should sign.